HE 

Z79I 
WlAZl 


BANCROFT 
LIBRARY 


THE  LIBRARY 

OF 

THE  UNIVERSITY 

OF  CALIFORNIA 


BY-LAVA/S 

OF 

Western  Pacific  Railway  Company. 


In  Effect  March  4,  1907. 


t^ca-^HT 


TABLE   OF  CONTENTS  OF   BY-LAWS. 


Table  of  contents  and  marginal  notes  are  not  a  part  of  the 
By-Laws  proper,  but  are  inserted  for  convenience  of  reference. 

STOCKHOI.DERS.  PAGE. 

Annual  Meetings — Date  of. i 

'*             "             Notice  by  publication i 

"             "             Election  of  directors  at  special  meeting 2 

Special  Meetings — How  called 2 

"             *•             Notice  of 2 

Meetings  by  consent 2 

Place  of  meeting 2 

Quorum 2 

Organization — Manner  of 3 

"                Subject  to  control  of  stockholders 3 

Voting — Cumulative 3 

By  ballot 3 

Judges  and  Tellers — Powers  of. 3 

"         "           "          Appointment  of ' 4 

Board  of  Directors. 

Number  of  members 4 

Term  of  oflfice 4 

Must  be  stockholders 4 

Removal  of. 4 

Vacancies — Filling  of 5 

Stated  Meetiugs — Time  of  holding 5 

Special  Meetings — Calling  of 5 

"             "              Notice  of. 5 

"            **              Waiver  of  notice 5 

Chairman  of  meetings 6 

Place  of  meeting 6 

Quorum 6 

Order  of  business 6 

Executive  Committee. 

Number  of  members 6 

Appointment  of.. ...  6 

Vacancies 6 

Powers  and  duties  of. 6 

Quorum 7 

Officers  of 7 

Committees — Appointment  of. 7 


Sub-committees — Appointment  of 7 

Place  of  meeting 7 

Calling  of  meetings '. 8 

Rules 8 

Record  of  proceedings 8 

Proceedings — When  to  become  action  of  board...... 8 

Power — Not  to  limit  powers  of  board 8 

Officers. 

Executive  officers 8 

"  "     —Election  of. 8 

"  "     —Term  of  office 8 

"  '•    —Powers,  of 8 

Assistant  Secretary  and  Assistant  Treasurer — Appointment  of 8 

General  Officers — Appointment  of. 9 

Compensation 9 

Removal 9 

President — Powers  and  duties  of. 9 

Vice-Presidents — Powers  and  duties  of. 10 

Acting  President — Povsers  and  duties  of. 11 

Treasurer — Powers  and  duties  of. ti 

Assistant  Treasurer — Powers  and  duties  of 12 

Secretary — Powers  and  duties  of. 12 

Assistant  Secretary — Powers  and  duties  of. 13 

General  Counsel^Powers  and  duties  of 13 

General  Attorney — Powers  and  duties  of 13 

Chief  Engineer — Powers  and  duties  of , 14 

General  Auditor — Powers  and  \iuties  of 14 

Payments — Howmade 14 

Authority  for  expenditures 14 

Securities  Committee 15 

Capitai,  Stock. 

Transfer  and  registration  of 15 

Execution  of  certificates 15 

Closing  of  transfer  books 16 

Register  of  stockholders 16 

Inspection  of  books .^ 16 

Lost  certificates , 16 

Dividends 17 

Corporate  Seal 17 

Deeds  and  Conveyances — Execution  of 18 

Office — Location  of. 18 

Interest  of  Directors  in  Contract  of  Company 18 

Amendments  to  By-Laws 19 


BY-LAWS 


OF 


WESTERN  PACIFIC  RAILWAY  COMPANY. 


ARTICLE  I. 

STOCKHOI.DERS.  Stockholders. 

Skction  I.  Annual  Meetings.  A  meeting  of  the  stock-  Annuaimeetinj 
holders  of  this  Company  shall  be  held  annually  on  the  fourth 
Tuesday  in  October  of  each  year,  beginning  with  the  year  1907, 
(and  if  that  be  a  legal  holiday,  then  on  the  next  succeeding  busi- 
ness day  thereafter),  at  eleven  o'clock  in  the  forenoon,  for  the 
purpose  of  electing  directors,  and  for  the  transaction  of  such 
other  business  as  may  be  brought  before  the  meeting.  The 
annual  meeting  heretofore  required  and  noticed  to  be  held  upon 
the  first  Tuesday  of  March,  1907,  shall,  however,  be  held  as  if 
this  by-law  had  not  been  adopted  ;  but  the  terms  of  office  of 
the  directors  elected  thereat  shall  expire  upon  the  qualification 
of  their  successors,  to  be  elected  at  the  annual  meeting  to  be 
held  in  October,  1907. 

Notice  of  such  meeting  shall  be  given  by  publication  of  Notice  by  pubi 
the  notice  thereof  in  one  or  more  newspapers  published  in  the 
City  and  County  of  San  Francisco,  State  of  California,  to  be 
selected  by  the  Board  of  Directors  (or,  in  case  of  its  failure  to 
make  such  selection,  in  one  newspaper  of  general  circulation 
published  in  said  city  and  county,  to  be  selected  by  the  Secre- 
tary of  the  Company),  said  notices  to  be  published  once  a  week 
for  two  successive  weeks,  the  first  publication  thereof  to  be  at 
least  two  weeks  preceding  the  date  of  the  meeting.     Failure  to 


Klection 
tors  at 
meetin 


of   direc- 
special 
g- 


Special  meetings- 
How  called. 


Meetings  by  con- 
sent. 


Place  of  meeting. 


Quorum. 


give  such  notice  shall  not  operate  to  prevent  the  holding  of  the 
meeting,  but  the  meeting  may  be  adjourned  from  time  to  time 
until  the  required  notice  shall  have  been  given  for  some  adjourn- 
ment thereof. 

In  case  it  happen  that  no  election  of  directors  be  had  at 
the  annual  meeting  or  an  adjournment  thereof,  an  election  may- 
be had  at  a  special  meeting  ordered  by  the  directors  and  held 
on  like  notice  as  the  annual  meeting. 

At  an  annual  meeting  any  matter  may  be  acted  upon,  for 
which  special  notice  shall  not  be  required  by  law. 

Section  2.  Special  Meeting^s.  Special  meetings  of  the 
stockholders  may  be  called  at  an}^  time  by  the  President,  the 
Executive  Committee,  or  the  Board  of  Directors. 

Notice  of  any  special  meeting  shall  be  given  by  mailing  a 
copy  of  the  same  at  least  ten  days  before  the  date  of  the  meet- 
ing, enclosed  in  a  postage  prepaid  envelope  addressed  to  each 
stockholder  of  record  at  his  address  as  entered  upon  the  books 
of  the  Company,  or,  if  the  address  of  any  stockholder  shall  not 
be  entered  upon  the  books  of  the  Company,  addressed  to  such 
stockholder  at  "  San  Francisco,  California."  Such  notice  shall 
specify  the  time  and  place  of  the  meeting.  Any  business  that 
may  lawfully  be  transacted  at  such  a  meeting  may  be  transacted 
or  considered  at  such  special  meeting,  whether  specified  in  the 
call  therefor  or  not. 

Section  3.  Coyisent ;  Place  of  Meeting  ;  Quorum.  When 
all  of  the  stockholders  of  the  Company  shall  be  present  at  any 
meeting,  however  convened,  and  sign  a  written  consent  thereto 
on  the  record  of  such  meeting,  the  action  taken  at  such  meeting 
shall  be  as  valid  as  if  had  at  a  meeting  called  as  provided  in 
either  of  the  preceding  sections  of  this  Article. 

All  meetings  of  the  stockholders  must  be  held  at  the  office 
of  the  Company  in  the  City  and  County  of  San  Francisco,  State 
of  California. 

A  majority  in  interest  of  all  of  the  outstanding,  including 
all  of  the  subscribed,  capital  stock  represented  either  in  person 


or  by  proxy  in  writing,   shall  constitute  a  quorum  at  all  meet- 
ings of  the  stockholders,  and  no  meeting  of  stockholders  shall, 
unless  such  majority  be  represented,  be  competent  to  transact 
business,  except  to  adjourn  si7ie  die  or  from  time  to  time  until  ' 
a  meeting  shall  be  regularly  constituted. 

Section  4.  Organization.  The  President,  or  in  his  organization- 
absence  a  Vice-President,  shall  call  all  meetings  of  stockholders 
to  order,  and  act  as  Chairman  of  such  meetings.  If  neither  the 
President  nor  a  Vice-President  is  present,  any  stockholder  or 
the  proxy  of  any  stockholder  may  call  the  meeting  to  order, 
and  a  Chairman  shall  be  elected.  The  Secretary  of  the  com- 
pany shall  act  as  secretary  at  all  meetings  of  the  stockholders, 
or  in  his  absence,  the  Chairman  of  the  meeting  may  designate 
a  secretary.  The  organization  of  any  meeting  of  stockholders  subject  to  control 
shall,  however,  always  be  subject  to  the  control  of  the  stock- 
holders of  the  Company,  acting  by  the  affirmative  vote  of  the 
holders  of  a  majorit}'  of  the  shares  of  the  outstanding,  includ- 
ing the  subscribed  capital  stock,  cast  by  such  stockholders  in 
person  or  by  proxy. 

Section  5.      Voting.     At  all  meetings  of  the  stockholders  voting, 
every  registered  holder  of  shares  may  vote  either  in  person  or 
by  proxy,  in  writing,  and  shall  be  entitled  to  cast  as  many  cumulative. 
votes  as  he  shall  have  shares  of  stock  standing  in  his  name 
upon  the  books  of  the  Company   for  as  many  persons  as  there 
are  directors  to  be  elected,  or  to  cumulate  said  shares  and  give 
one  candidate  as  many  votes  as  the  number  of  directors  multi- 
plied by  the  number  of  shares  of  his  stock  shall  equal,  or  to 
distribute  them,   upon  the   same   principle,    among   as   many 
candidates  as  he   shall    think   fit.     All  elections  for  directors 
shall  be  by  ballot,  and  the  thirteen  candidates  for  the  office  of  Bybaiiot. 
director  receiving  the  greatest  number  of  votes  shall  be  declared 
elected  directors. 

Section  6.    Judges  and  Tellers.     At  each  annual  meeting  judges  and  tei- 
of  the  stockholders  the  polls  shall   be  opened  and  closed,  the     i^rs-Powers  of 


ballots  shall  be  received  and  taken  charge  of  and  all  questions 
touching  the  qualifications  of  voters  and  the  validity  of  proxies 
and  the  acceptance  or  rejection  of  votes  shall  be  decided  by 
three  judges  of  election  and  tellers  (or  a  majority  of  the  three) 
who  shall  be  stockholders  or  the  proxies  of  stockholders  in  the 
Compan}^  but  not  officers  thereof  or  candidates  for  office. 
Appointment  of.  Such  judgcs  of  clectiou  and  tellers  shall  be  appointed  by  the 
Board  of  Directors  or  by  the  Executive  Committee  before  the 
meeting,  and  if  no  such  appointment  shall  have  been  made, 
then  by  the  presiding  officer  at  the  meeting,  and  if  for  any 
reason  any  of  the  judges  or  tellers  previousl}^  appointed  shall 
fail  to  attend  or  refuse  or  be  unable  to  serve,  then  judges  and 
tellers  in  place  of  any  so  failing  to  attend  or  refusing  or  being 
unable  to  serve  shall  be  appointed  by  such  presiding  officer. 
Like  proceedings  shall  be  taken  for  the  appointment  of  judges 
and  tellers  to  act  at  special  meetings  of  the  stockholders.  The 
polls  shall  remain  open  for  one  hour  at  each  election  of 
directors. 

ARTICLE  II. 

Board  of  Directors.  BOARD    OF    DIRECTORS. 

Section  i.     Number,    Election   and   Qualification.       The 

Number  of  mem  corporatc  powcrs  of  the  Company  shall  be  exercised,  its  busi- 
ness  conducted,  and   its   property  controlled    by  a    Board   of 

Term  of  office.  thirteen  directors.  The  term  of  office  of  each  director  shall  be 
until  the  annual  meeting  next  succeeding  his  election  and  until 
his  successor  shall  be  elected  and  qualify. 

Must  be  stock-  Each  director  shall,  before  commencing  to  discharge  the 

holders.  dutics   of  a    director,  be   a   holder  of  record  of  at   lea.st    ten 

shares  of  the  capital  stock  of  the  Company.  Any  director  who 
shall  during  the  term  for  which  he  is  elected  cease  to  be  a 
holder  of  record  of  at  least  ten  shares  of  the  capital  stock  of  the 
Company  shall,  ipso  facto,  cease  to  be  a  director.  A  majority 
of  the  directors  shall  be  citizens  of  the  State  of  California. 

Removal  of  board.  The  Board  of  Directors  may  be  removed  from  office  by  a 

vote  of  stockholders  holding  two-thirds  of  the  capital  stock,  at 


5  .  ^ 

a  meeting  of  the  stockholders  held  after  previous  notice  of  the 
time  and  place  and  the  intention  to  propose  such  removal. 
Such  notice  shall  be  given  by  mailing  a  copy  of  the  same  at 
least  ten  days  before  the  date  of  the  meeting,  enclosed  in  a 
postage  prepaid  envelope  addressed  to  each  stockholder  of 
record  at  his  address  as  entered  upon  the  books  of  the  Company, 
or,  if  the  address  of  any  stockholder  shall  not  be  entered  upon 
the  books  of  the  Company,  addressed  to  such  stockholder  at 
"San  Francisco,  California." 

Section  2.  Vacancies.  The  Board  shall  have  power  to  vacancies, 
fill  all  vacancies  caused  by  death,  resignation,  inability,  refusal 
to  act,  or  otherwise ;  except  that,  when  the  vacancies  shall 
have  been  caused  by  the  removal  of  the  Board  in  accordance 
with  the  third  paragraph  of  Section  i  of  this  Article,  the 
stockholders  shall  elect  a  new  Board  at  the  meeting  at  which 
the  old  Board  is  removed,  or  at  any  meeting  of  the  stockholders 
held  thereafter.  An  increase  in  the  number  of  directors  shall 
be  deemed  to  create  vacancies  in  the  Board  to  the  extent  of 
such  increase  for  the  remainder  of  the  term  of  the  directors 
then  serving,  and  such  vacancies  shall  be  filled  in  accordance 
with  this  section. 

Section  3.      Meetings.      Stated    meetings   of  the    Board  stated  meetings, 
shall  be  held  on   the  first  Tuesday  of  each  month,   at  three  Time  of  holding, 
o'clock  in  the  afternoon.     No  notice  need  be  given  of  stated 
meetings.     At  stated  meetings  any  business  within  the  power 
of  the    Board    may  be    transacted.     Special   meetings  of  the  special  meetings. 
Board  may  be  called  by  the  President  and  shall  be  called  by  caiung  and  notice 

of. 

the  Secretary,  as  directed  by  the  President,  and  also  when 
requested  in  writing  by  four  members  of  the  Board.  The 
Secretary  shall  give  notice  of  each  special  meeting  to  each 
director  at  least  five  days  before  the  meeting,  by  mailing  the 
same,  if  the  director  addressed  reside  in  the  City  of  San  Fran- 
cisco, or  telegraphing  the  same  if  the  director  reside  elsewhere. 

Any  meeting  of  the  Board  may  beheld  without  notice,  waiver  of  notice. 
provided  notice  be  waived  by  all  of  the  directors. 


Chairmau  of  meet- 
ings. 


Place  of  meeting. 


Quorum. 


Order  of  business. 


The  President,  or  in  his  absence  a  Vice-President,  shall 
act  as  Chairman  at  all  meetings  of  the  Board.  If  neither  the 
President  nor  a  Vice-President  is  present,  any  director  may  be 
elected  Chairman  for  that  meeting. 

All  meetings  of  the  Board  shall  be  held  at  the  office  of 
the  Company  in  the  City  and  County  of  San  Francisco,  State 
of  California. 

Section  4.  Quorum.  A  majority  of  the  Board  of 
Directors  shall  constitute  a  quorum  for  the  transaction  of 
business.  All  valid  corporate  action  must  be  taken  by  vote  of 
a  majority  of  the  directors  present. 

Section  5.  Order  of  Business.  At  all  meetings  of  the 
Board  of  Directors,  business  shall  be  transacted  in  such  order 
as  the  Board  by  resolution  may  from  time  to  time  prescribe. 


ARTICLE  III. 


Executive  Com- 
mittee. 


EXECUTIVE   COMMITTEE. 


Number  of  mem 
bers. 


Section  i  .     Number  and  Appointment.     There  shall  be 

an  Executive  Committee  which  shall  consist  of  five  members 

Appointment  of.     of  the  Board.     Such  Committee  shall  be  appointed  annually 

by  the  Board  of  Directors  at  the  first  meeting  of  the  Board 

after  the  annual  election. 

Vacancies.  SECTION  2.      Vacancies.     Vacancies  occurring  in  the  Ex- 

ecutive Committee  by  death,  resignation,  inability  or  refusal  to 
act,  or  otherwise,  shall  be  filled  by  the  Board  of  Directors  at 
any  regular  or  special  meeting  of  the  Board.  It  shall  at  all 
times  be  the  duty  of  the  Board  of  Directors  to  keep  the  mem- 
bership of  the  Executive  Committee  full. 

Powers  and  duties.  SECTION  3.     Powcrs   a7id  Dutics.     The  Executivc  Com- 

mittee shall  possess  and  may  exercise  and  perform  each  and  all 
of  the  powers  and  duties  of  the  Board  of  Directors,  but,  except 
as  hereinafter  provided,  only  when  the  Board  of  Directors  shall 
not  be  in  session. 


The  minutes  of  the  meetings  of  the  Board  of  Directors 
shall,  for  the  purposes  of  this  section,  be  conclusive  as  to  the 
time  when  the  Board  is  in  session  and  the  Board  shall  not  be 
deemed  to  have  been  in  session  at  any  particular  time  unless  it 
affirmatively  appears  by  such  minutes  that  it  then  was  in 
session. 

Any  action  of  the  Executive  Committee  taken  in  the  per- 
formance of  an}^  duty  or  in  the  exercise  of  any  power  or 
authority  imposed  or  conferred  upon  it  by  the  First  Mortgage 
of  the  Company,  dated  September  i,  1903,  and  now  in  force, 
shall,  however,  be  valid,  although  the  Board  of  Directors  shall 
be  in  session  at  the  time  such  action  shall  be  taken.  The 
powers  and  duties  of  the  Executive  Committee  may  be  further 
defined  by  resolution  of  the  Board  of  Directors  and  shall  be 
exercised  and  discharged  in  conformity  with  every  such 
resolution. 

Three   members  of   the  Executive  Committee  shall  con-  Quorum, 
stitute  a  quorum  for  the  transaction  of  business.     In  every  case 
the  affirmative  vote  of  a  majority  of  all  of  the  members  of  the 
Executive  Committee  shall  be  necessary  to  any  action  taken 
by  it. 

Section  4.  Officers.  The  President  of  the  Company  shall  officers  of. 
be  ex-officio  Chairman  of  the  Executive  Committee,  but  it  may 
appoint  a  Chairman,  pro  tempore,  who  shall  preside  at  its  meet- 
ings in  the  absence  of  the  President.  It  shall  also  appoint  a 
Secretary,  who  shall  keep  its  records.  Such  appointees  shall 
hold  their  respective  offices  during  the  pleasure  of  the  Com- 
mittee. The  Secretary  need  not  be  a  member  of  the  Committee. 
The  Executive  Committee  shall  also  have  power  to  appoint  Appointment  of 
such  committees  and  sub-committees  as  it  may  deem  necessary. 

Section  5.     Meetings.     The  meetings  of  the   Executive  piace  of  meeting. 
Committee  may  beheld  within  or  without  the  State  of  California, 
in  such  place  as  the  Committee  may  designate,  and  any  meet- 
ing thereof  shall  be  valid  at  which  a  quorum  of  the  Committee 
is  actually  present  and  acting.      Meetings  of  the  Executive 


8 


Calling  of  meet- 
ings. 


Rules. 


Record  of  proceed- 
ings. 


Proceedings — 
When  to  become 
action  of  board. 


Powers — Not  to 
limit  powers  of 
-board. 


Committee  shall  be  called  by  the  Secretary  of  the  Committee, 
at  the  request  of  the  Chairman  or  of  two  members  of  the 
Committee. 

The  Executive  Committee  shall  make  its  own  rules  for  the 
conduct  of  its  business,  and  shall  keep  a  record  of  all  of 
its  proceedings.  The  record  of  the  proceedings  of  each  of  the 
meetings  shall  he  certified  by  the  Secretary  of  the  Committee 
under  his  hand,  and  shall  be  presented  to  the  Board  of  Directors 
at  some  subsequent  meeting  of  the  Board.  All  of  the  proceed- 
ings referred  to  in  any  such  record  that  shall  have  been  pre- 
sented to  the  Board  of  Directors  at  a  meeting  and  not  expressly 
disapproved  by  the  Board  at  such  meeting  shall  be  deemed  to 
have  been  approved  and  adopted  as  its  action  by  the  Board  of 
Directors. 

Section  6.  The  powers  granted  by  this  Article  of  these 
By-Laws  to  the  Executive  Committee  shall  not  limit  or  be 
deemed  to  be  in  derogation  of  the  powers  of  the  Board  of 
Directors,  but  are  granted  solely  for  the  purpose  of  facilitating 
the  prompt  and  efiicient  transaction  of  the  business  of  the 
Company. 


ARTICLE  IV. 


officers. 


OFFICERS. 


Executive  officers. 


Election  of. 


Term  of  office. 


Appointment  of 
subordinate 
officers. 


Section  i.  Executive  Officers.  The  executive  officers  of 
the  Company  shall  be  a  President,  who  must  be  a  member  of 
the  Board,  three  Vice-Presidents,  a  Treasurer,  and  a  Secretary, 
who  shall  be  elected  by  the  Directors  each  year  at  a  meeting 
to  be  held  as  soon  as  practicable  after  the  election  of  the 
directors.  They  shall  hold  office  until  their  successors  are 
elected,  and  shall  perform  such  duties  and  exercise  such  powers 
as  these  By-Laws  prescribe  and  as  the  Board  or  the  Executive 
Committee  may  from  time  to  time  provide. 

The  Board  or  the  Executive  Committee  may  also  appoint 
one  or  more  assistant  secretaries,  one  or  more  assistant  treas- 


urers,  and  such  other  subordinate  officers  and  such  agents  as 
they  may  deem  necessary  for  the  proper  conduct  of  the  Com- 
pany's business,  and,  except  as  otherwise  provided  hereby, 
may  prescribe  the  duties  of  all  officers  or  agents. 

In  addition  to  the  officers  designated  above,  the  President,  Appointment  of 

°  ,       ^  General  Officers. 

with  the  approval  or  by  authority  of  the  Board  or  the  Execu- 
tive Committee,  may  appoint  all  or  any  of  the  following 
officers  :  General  Counsel,  Chief  Engineer,  General  Manager, 
General  Auditor,  Traffic  Manager,  Assistant  to  the  President, 
General  Freight  Agent,  General  Passenger  Agent,  General 
Superintendent,  Superintendent  of  Motive  Power,  and  Pur- 
chasing Agent,  and  may  also,  in  his  discretion,  from  time  to 
time,  appoint  such  subordinate  officers  as  he  shall  from  time  to 
time  deem  necessary. 

Any  two  officers,  other  than  those  of  President  and  Vice- 
President,  may  be  filled  by  one  person. 

The  Board  of  Directors  or  the  Executive  Committee,  or  compensation, 
the  President  by  authority  or  with  the  approval  of  the  Board 
or  the  Executive  Committee,  shall  determine  the  compensation 
to  be  paid  to  the  officers  and  agents  of  the  Companj^  and  shall 
fix  the  amounts  of  the  bonds  to  be  given  by  such  officers  and 
agents  as  they  may  require  to  give  bond. 

All  officers  and  agents  shall  be  subject  to  removal  at  any  Removal. 
time,  by  affirmative  vote  of  a  majority  of  all  of  the  members  of 
the  Board  of  Directors  or  of  the  Executive  Committee  ;  and  all 
officers  and  employees  not  appointed  by  the  Board  or  by  or 
with  the  approval  of  the  Board  or  the  Executive  Committee, 
shall  also  hold  their  office  or  employment  at  the  pleasure  of 
the  officer  appointing  them. 

Section  2.  Powers  and  Duties  of  the  Preside?it.  The  president. 
President  shall  have,  in  addition  to  the  powers  and  duties  in 
these  By-Laws  elsewhere  prescribed,  general  control  and  direc- 
tion of  the  operations  of  the  Company,  and  shall  administer 
its  affairs,  subject  only  to  the  direction  of  the  Board  of  Directors 
and  the  Executive  Committee.     He  may  sign  and  execute  all 


lO 

authorized  deeds,  certificates,  bonds,  contracts,  or  other  obliga- 
tions, in  the  name  of  the  Company. 

When  the  Board  of  Directors  and  the  Executive  Com- 
mittee are  not  in  session,  the  President  shall  possess,  exercise 
and  perform  all  of  the  powers  and  duties  which  by  Section  3, 
of  Article  III,  of  these  By-Laws,  have  been  delegated  to  or 
conferred  upon  the  Executive  Committee,  and  shall  report  at 
the  meeting  of  the  Executive  Committee  next  succeeding 
whatever  he  may  have  done  in  the  exercise  or  performance  ot 
such  powers  or  duties.  In  determining  whether  the  Board  or 
the  Executive  Committee  is  in  session  at  the  time  action  is 
taken  by  the  President  under  this  paragraph,  the  minutes  of 
the  meetings  of  the  Board  and  of  the  Executive  Committee 
shall  be  conclusive. 

He  shall,  unless  otherwise  directed  by  the  Board  or 
the  Executive  Committee,  attend  in  person  or  by  substitute 
appointed  by  him,  and  act  and  vote  on  behalf  of  the  Company, 
at  all  meetings  of  the  stockholders  of  any  corporation  in  which 
the  Company  holds  stock,  and  at  any  such  meetings  shall 
possess  and  may  exercise  any  and  all  of  the  rights  and  powers 
incident  to  the  ownership  of  such  stock,  and  which,  as  the 
owner  thereof,  the  Company  might  have  possessed  and  exercised, 
if  present;  but  the  Board  of  Directors  or  the  Executive  Com- 
mittee may,  by  resolution  from  time  to  time,  confer  like  powers, 
exclusive  or  concurrent,  upon  any  other  person  or  persons. 

He  shall,  whenever  it  may  in  his  opinion  be  necessary, 
prescribe  the  duties  of  officers  and  employees  of  the  Company 
whose  duties  are  not  defined  in  the  By-Laws. 

He  shall  perform  such  other  duties  and  exercise  such 
other  powers  as  the  Board  or  the  Executive  Committee  may 
from  time  to  time  prescribe. 

Vice-Presidents.  SECTION  3.     Powers  a7id  Duties  of  the  Vice-Preside7its.     In 

the  absence  of  the  President  or  his  inability  to  act,  a  Vice- 
President,  if  authorized  by  the  Board  of  Directors  or  the 
Executive  Committee,  shall  perform  all  of  the  duties  and  may 


II 

exercise  any  and  all  of  the  powers  of  the  President,  but  subject 
to  the  control  of  the  Board  of  Directors  and  the  Executive 
Committee. 

The  Vice-Presidents  shall  perform  such  other  duties  as 
may  be  assigned  to  them  by  the  Board  of  Directors,  or  the 
Executive  Committee,  or  the  President. 

Section  4.  AdiJig  President.  In  the  absence  or  in  case  Acting  president, 
of  the  disability  of  the  President,  the  Board  of  Directors  or  the 
Executive  Committee  may  designate  any  director  to  exercise 
his  powers  and  perform  his  duties,  and  such  person  shall  be 
designated  as  the  "Acting  President"  of  the  Company,  and 
shall,  until  such  designation  be  revoked  by  the  Board  or  the 
Executive  Committee,  or  the  President  upon  his  return  to  duty, 
possess  all  of  the  powers  and  be  charged  with  the  duties  and 
office  of  President. 

Section  5.  Powers  a7id  Duties  of  the  Treasurer.  Except  Treasurer, 
as  the  Board  of  Directors  or  the  Executive  Committee  may 
otherwise  direct,  the  Treasurer  shall  have  or  provide  for  the 
custody  of  the  funds  of  the  Company,  shall  collect  and  receive 
or  provide  for  the  collection  and  receipt  of  the  moneys  earned 
by  or  in  any  manner  due  or  paid  to  or  held  by  the  Company, 
and  shall  deposit  all  funds  in  his  custody,  or  cause  the  same  to 
be  deposited,  in  such  banks  or  other  places  of  deposit  as  the 
Board  of  Directors  or  the  Executive  Committee  may  from  time 
to  time  designate. 

The  Treasurer  shall  show  the  source  and  disposition  of  all 
moneys  of  the  Company,  in  a  regular  set  of  books  belonging  to 
the  Company,  which  books  shall  be  a  record  of  all  of  the  finan- 
cial transactions  of  the  Company. 

Except  as  the  Board  of  Directors  or  the  Executive  Com- 
mittee may  otherwise  provide,  the  Treasurer  shall  sign  all 
checks,  and  he  shall  discharge  such  other  duties  connected  with 
the  finances  of  the  Company  as  may  from  time  to  time  be 
assigned  to  him  by  the  Board  of  Directors  or  the  Executive 
Committee. 


12 

He  shall  give  a  bond  in  such  sum  as  the  Board  or  the 
Executive  Committee  shall  prescribe,  conditioned  for  the  faith- 
ful discharge  of  his  duties,  which  bond  shall  be  approved  by 
the  Board  of  Directors  or  by  the  Executive  Committee  and 
shall  be  deposited  wiith  the  General  Auditor. 

He  shall  require  from  all  persons  whose  duty  it  is  to  collect 
moneys  for  the  Company  bonds  in  such  sums  and  with  such 
sureties  as  in  his  best  judgement  will  protect  the  Company 
against  loss,  and  whenever  and  however  he  may  deem  it 
expedient,  he  shall  examine  the  accounts  of  such  persons. 

Section  6.  Powers  and  Duties  of  Assistant  Treasurer. 
The  Board  of  Directors  or  the  Executive  Committee  may 
appoint  an  Assistant  Treasurer  or  two  or  more  Assistant  Treas- 
urers. Any  Assistant  Treasurer,  designated  by  the  President 
or  the  Treasurer,  may  act  for  or  in  the  place  of  the  Treasurer 
during  the  absence  of  the  Treasurer  from  the  Company's  prin- 
cipal office  or  the  disability  of  that  officer,  and  every  Assistant 
Treasurer  shall  discharge  such  other  duties  as  may  be  required 
of  him  by  the  President  or  Treasurer,  including  the  signing  of 
checks,  and  shall  give  a  bond  in  the  same  form  and  with  like 
conditions  as  the  bond  given  by  the  Treasurer.  Any  Assistant 
Treasurer  may  also  exercise  the  powers  and  discharge  the 
duties  of  the  Treasurer  elsewhere  than  at  the  principal  ofi&ce  of 
the  Company  (notwithstanding  the  presence  of  the  Treasurer 
at  said  office)  whenever  authorized  so  to  do,  either  generally  or 
specially,  by  the  President. 

Section  7.  Powers  and  Duties  of  the  Secretary.  It  shall 
be  the  duty  of  the  Secretary  to  inscribe  and  preserve  the 
minutes  of  all  meetings  of  the  stockholders  in  a  book  kept 
for  that  purpose,  and  also  in  a  separate  book  the  minutes  of  all 
meetings  of  the  Board  of  Directors.  It  shall  be  a  part  of  his 
duty  to  attend  to  the  giving  and  serving  of  all  notices  to 
directors  and  shareholders  of  the  Company.  He  shall  be  the 
custodian  of  the  seal  of  the  Company.  He  shall  have  charge, 
either  directly  or  through  an  assistant,  of  the  stock  certificate 


13 

books,  the  transfer  books,  and  stock  ledgers  of  the  Company, 
whenever  the  same  shall  not  be  in  the  custody  of  the  Com- 
pany's transfer  agent.  He  shall  also  have  the  custody  of  such 
other  books  and  papers  as  the  Board  of  Directors  or  the  Exec- 
utive Committee  may  determine,  and  he  shall,  in  general,  per- 
form all  of  the  duties  incident  to  the  office  of  Secretary. 

Section  8.     Poivers   and  Duties  of  Assistant  Secretary.  Assistant 

Secretary. 

The  Board  of  Directors  or  the  Executive  Committee  may  ap- 
point an  Assistant  Secretary  or  two  or  more  Assistant  Secre- 
taries. Each  Assistant  Secretary  shall  have  such  powers  and 
shall  perform  such  duties  as  shall  be  assigned  to  him  by  the 
President,  by  the  Executive  Committee,  or  by  the  Board  of 
Directors. 

Section  9.  Powers  and  Duties  of  General  Counsel.  The  General  counsel. 
General  Counsel  shall  be  the  principal  consulting  officer  of  the 
Company  in  all  legal  matters.  He  shall  have  supervision  and 
control  of  the  Legal  Department  of  the  Company.  He  shall 
have  power  to  appoint,  remove,  define  the  duties  and  authority, 
and  (subject  to  the  exercise  of  the  powers  of  the  Board  of 
Directors,  the  Executive  Committee  and  the  President  in  that 
respect)  to  fix  the  compensation  of  his  own  assistants,  the 
General  Attorney  of  the  Company,  the  assistants  of  the  General 
Attorney,  and  the  other  members  of  the  Legal  Department.  .— -wif 
He  shall  have  power  to  control  the  selection,  employment,  com- 
pensation, and  discharge  of  the  local  counsel  of  the  Company. 
He  may  delegate  to  the  General  Attorney  such  of  the  powers 
above  mentioned  (so  far  as  they  affi^ct  members  of  the  Legal 
Department  subordinate  to  the  General  Attorney  or  local  coun- 
sel), as,  in  his  discretion  he  may  deem  it  desirable  so  to  delegate. 

All  members  and  employees  of  the  Legal  Department  and 
all  local  counsel  shall  report  directly  to  the  General  Counsel,  if 
he  so  direct. 

Section  10.    Powers  and  Duties  of  General  Attorney.    The  General  Attorney. 
General  Attorney  of  the  Company  shall  have  offices  in  San 


H 


Chief  Engineer. 


General  Auditor. 


Payments- 
made. 


-How 


Authority  for 
expenditures. 


Francisco,  and,   under  the  direction  of  the  General  Counsel, 
shall  have  immediate  charge  of  the  Legal  Department. 

Section  ii.  Powers  aiid  Duties  of  Chiej  Engineer.  The 
Chief  Engineer  shall  have  direction  of  the  construction  work  of 
the  Company,  and  shall  peiform  such  other  duties  as  the 
President  may  assign  to  him. 

Section  12.  Powers  and  Duties  of  General  Aiiditor.  The 
General  Auditor  shall  have  direct  charge  of  the  general  books 
and  accounts  of  the  Company.  It  shall  be  his  duty  to  examine 
the  accounts  of  all  officers  and  employees,  and  to  see  that  the 
proper  returns  are  made  of  all  receipts  from  traffic  and  other 
sources,  that  only  such  payments  of  the  Company's  funds  are 
made  as  shall  have  been  properly  authorized,  and  that  correct 
vouchers  are  taken  for  all  disbursements  for  any  purpose.  The 
General  Auditor  shall  also  be  the  custodian  of  all  bonds  of 
officers  and  agents  of  the  Company.  He  shall  perform  such 
other  duties  as  the  Board  of  Directors  or  the  Executive 
Committee  shall  designate. 

Section  13.  Payments — How  Made;  Notes.  All  pay- 
ments of  money,  except  for  interest  coupons,  bills  payable, 
dividends  and  such  other  expenditures  as  the  Board  or  the 
Executive  Committee  or  the  President  shall  designate,  shall 
be  made  only  on  properly  authorized  and  approved  vouchers 
and  pay-rolls,  and  no  liability  for  the  acquisition  of  property 
(except  supplies),  or  for  construction  or  new  work,  shall  be 
incurred  without  the  approval  of  the  Board  or  of  the  Executive 
Committee  or  of  the  President.  The  President,  however,  shall 
have  authority  to  incur  or  to  authorize  the  incurring  of  liabil- 
ities and  expenditures  for  the  acquisition  of  property  or  for 
construction  or  new  work  in  accordance  with  any  general  plan 
adopted  by  the  Board  of  Directors  or  the  Executive  Committee, 
without  first  obtaining  the  approval  hereinabove  provided  for. 
The  President  shall  render  to  the  Board  or  the  Executive  Com- 
mittee, periodically,  a  detailed  statement  of  the  liabilities  and 


15 

expenditures  that  may  have  been  incurred  or  made  by  him, 
and  have  not  been  previously  authorized  or  approved  by  the 
Board  of  Directors  or  the  Executive  Committee. 

ARTICLE   V. 

SECURITIES    COMMITTEE.  Securities 

Committee. 

The  Board  of  Directors  or  the  Executive  Committee  shall 
appoint  a  Securities  Committee,  consisting  of  the  President  or 
Treasurer  of  the  Company  and  at  least  one  other  member 
of  the  Board  of  Directors,  who  shall  have  the  custody  of  all 
securities  of  the  Company  which  shall  not  have  been  deposited 
with  the  Trustee  under  any  mortgage  or  collateral  trust  agree- 
ment executed  by  the  Company.  The  Securities  Committee 
may  deposit  the  securities  in  its  custody  with  any  safe  deposit 
company  which  it  may  designate,  and  may  make  arrangements 
by  which  any  two  or  more  of  the  members  of  said  Committee, 
acting  together,  shall  have  access  thereto.  The  Board  of 
Directors  or  the  Executive  Committee  may  make  such  pro- 
vision in  regard  to  the  custody  of  such  securities,  in  case  of  the 
illness  or  disability  of  any  member  of  the  Securities  Committee, 
as  it  may  deem  best. 

ARTICLE   VI. 

CAPITAL   STOCK.  Capital  stock. 

Section  i  .  Trajis/er.  The  Board  of  Directors  may  pro-  Transfer  and 
vide  for  the  transfer  and  registration  of  the  capital  stock  in  the  registration. 
City  of  New  York.  The  Board  may  further  arrange  for  the 
transfer  and  registration  of  the  capital  stock  of  the  Company 
in  the  cities  of  Boston,  Chicago,  London  and  Berlin,  and  may 
appoint  the  necessary  officers,  transfer  agents  and  registrars 
of  transfers  for  that  purpose. 

Section  2.    Execution  of  Certificates.    Certificates  of  stock  Execution  of 
shall  be  signed  by  the  President  or  a  Vice-President  and  also 
by  the  Secretary  or  an  Assistant  Secretary,  and  shall   bear  the 


i6 


Closing  of  transfer 
Books. 


Register  of  Stock- 
holders. 


Inspection  of 
books. 


Lost  Cet-tificates. 


corporate  seal.  No  new  certificate  shall  be  issued  to  a  trans- 
feree except  upon  surrender  and  cancellation  of  the  old  certifi- 
cate. Upon  the  transfer  of  stock  there  shall  be  entered  upon 
the  books  of  the  Company  the  names  of  the  parties  by  whom 
and  to  whom  the  stock  is  transferred,  the  number  of  the  certifi- 
cate, the  number  of  the  shares  and  the  date  of  transfer. 

Section  3.  Closing  of  Transfer  Books.  The  stock 
transfer  books  shall  be  closed,  and  no  transfer  of  stock  shall  be 
made,  during  a  period  to  be  fixed  by  the  Board  of  Directors  or 
by  the  Executive  Committee,  prior  and  subsequent  to  the 
time  appointed  for  any  annual  or  special  meeting  of  the  stock- 
holders, or  for  the  payment  of  a  dividend.  In  the  case  of  an 
annual  or  special  meeting  of  stockholders  such  period  must  in- 
clude at  least  the  ten  days  prior  to  such  meeting.  The  parties 
in  whose  names  respectively  the  stock  stands  at  the  time  the 
books  are  closed,  shall  be  entitled  to  vote  or  receive  dividends, 
as  the  case  may  be. 

Section  4.  Register  of  Stockholders.  A  register  of  stock- 
holders, with  their  residences  so  far  as  the  Company  shall 
have  been  notified  thereof,  shall  be  kept  by  the  Company,  and 
all  questions  respecting  the  right  to  vote,  receive  dividends,  or 
respecting  other  matters  dependent  upon  the  ownership  of  the 
stock,  so  far  as  the  same  may  affect  the  Company,  shall  be 
determined  by  the  stock  books  of  the  Company  as  thej'  stand 
at  the  time.  The  Secretary  or  agents  in  charge  of  the  transfer 
books  shall  prepare  for  presentation  at  the  annual  meeting,  a 
certified  list  of  stockholders  entitled  to  vote  at  such  meeting, 
and  shall  make  such  reports  as  the  President  may  direct. 

Section  5.  Inspection  of  Books.  No  stockholder  shall 
have  the  right,  except  as  provided  by  law,  to  inspect  the  stock 
books,  or  any  other  books  of  the  Company,  except  as  to  the 
registration  of  his  own  stock. 

Section  6.  Lost  Certificates.  Every  person  claiming  a 
stock  certificate  in  lieu  of  one  lost  or  destroyed,  shall  file  in  the 


17 

office  of  the  Company,  in  the  City  and  County  of  San  Fran- 
cisco,* State  of  California,  an  affidavit  asto  his  ownership  of  the 
stock  represented  by  the  certificate,  and  as  to  the  facts  which 
go  to  prove  its  loss  or  destruction,  together  with  proof  of  his 
having  advertised  the  same  in  a  daily  newspaper  of  general 
circulation  published  in  the  City  and  County  of  San  Francisco, 
State  of  California,  and  also  in  a  daily  similar  newspaper  pub- 
lished in  the  City  of  New  York,  N.  Y.,  once  a  week  for  one 
month.  After  the  lapse  of  such  a  time  as  the  Board  of  Direc- 
tors or  the  Executive  Committee  shall  deem  reasonable,  he 
shall  give  the  Board  a  bond  of  indemnity,  in  a  form  to  be 
approved  by  counsel,  with  one  or  more  vSureties  to  be  approved 
by  the  Board  or  the  Executive  Committee,  in  such  amount  as 
the  Board  or  the  Executive  Committee  may  determine,  but  not 
less  than  the  par  value  of  the  stock  represented  by  the  certifi- 
cate lost  or  destroyed,  against  all  loss,  costs  and  damage  which 
may  arise  from  issuing  such  new  certificate.  Under  the 
authority  of  the  Board  of  Directors  or  the  Executive  Com- 
mittee, if  satisfied  from  the  proof  that  the  certificate  is  lost  or 
destroyed,  the  officers  of  the  Company  may  then  issue  a  new 
certificate  of  the  same  tenor  as  the  one  so  lost  or  destroyed. 

Section  7.     Dividends.      The    Board   of  Directors   may  Dividends. 
declare  dividends  from  surplus  profits  of  the  Company  when- 
ever they  shall  deem  it  expedient  in  the  exercise  of  a  sound 
discretion. 


ARTICEE  VII. 

SEAL,    DEEDS,    OFFICE,    AMENDMENTS. 

Section  i.  Corporate  Seal.  The  common  corporate  corporate  seal, 
seal  is,  and  until  otherwise  ordered  by  the  Board  of  Directors 
shall  be,  an  impression  upon  paper  or  wax  of  a  circular  device 
such  as  that  impressed  on  the  margin  hereof,  being  a  circle 
containing  a  representation  of  a  locomotive,  with  the  words 
"Incorporated   March   6,    1903,"    surrounded    by   the   words 


i8 

"Western  Pacific  Railway  Company,  San  Francisco,  Qal." 
within  containing  circumferential  lines.  The  Secretary  shall 
procure,  preserve  and  keep  duplicate  seals  suitable  to  make  an 
impression  of  such  corporate  seal  and  when  and  as  directed  by 
special  or  general  resolution  of  the  Board  of  Directors  or  of  the 
Executive  Committee,  the  President,  a  Vice-President  and  the 
Secretary  (or  Assistant  Secretary)  may  and  shall  use  one  or 
the  other  of  such  duplicate  stamps,  impressing  such  corporate 
seal  upon  obligations  and  other  instruments  of  the  Company. 

Deeds  and  convey-  SECTION  2.     Deeds.     All  decds,  mortgages  or  convcyauccs 

of  the  property  of  the  Company  shall  be  signed  by  the  Presi- 
dent or  by  such  Vice-President  as  the  President  may  designate. 
Revocable  licenses  regarding  the  temporary  use  of  portions  of 
the  real  estate  of  the  Company  for  offices  or  stations  or  other 
purposes  may  be  executed  by  a  Vice-President  or  the  General 
Manager. 

office— i^ocatiou of.  SECTION  3.     Office.      The  ofiQce  and   principal   place   of 

business  of  the  Company  shall  be  in  the  City  and  County  of 
San  Francisco,  State  of  California.  The  Company  shall  also 
keep  an  agency  in  the  City  of  New  York,  where  bonds  and 
coupons  secured  by  its  First  Mortgage,  dated  September  i ,  1903, 
and  now  in  force,  may  be  presented  for  payment,  and  where 
requests  may  be  made  as  provided  in  said  First  Mortgage. 

Interest  of  SECTION  4.     Interest  of  Directors  m  Contract  of  Co7iipany. 

directors  m  con-  ^  -^  j  z        ^ 

tract  of  Company  ]n^q  coutract  entered  into  on  behalf  of  this  corporation  upon 
authority  of,  or  ratified  by,  a  vote  of  a  majority  of  the  whole 
number  of  the  Board  of  Directors  of  the  corporation  at  any 
meeting  of  the  Board  duly  held  shall  be  deemed  to  be  void  or 
voidable  for  the  reason  that  any  Director,  or  any  number  of 
Directors,  whether  voting  therefor  or  not,  shall  be  a  party  to 
or  interested  in  such  contract,  or  an  officer  or  officers  of,  or  a 
Director  or  Directors  in,  any  other  corporation  which  shall 
be  a  party  to  or  interested  in  such  contract,  but  every  such 
contract  shall  be  as  valid  and  effectual  as  if  no  Director  of  the 


19 

Company  had  been  interested  in  such  contract  in  any  manner, 
except  as  a  director  and  stockholder  of  this  corporation. 

Section  5.  Amendments.  The  By-Laws  of  the  Com-  Amendments  to 
pany  may  be  altered.,  amended  or  repealed  at  the  annual  meet-  ^y"'-^^^- 
ing  of  the  stockholders  or  at  a  special  meeting  called  for  that 
p.urpose  by  a  vote  representing  two-thirds  of  the  subscribed 
capital  stock  or  by  the  written  assent  of  the  holders  of  two- 
thirds  of  the  subscribed,  including  two-thirds  of  the  issued, 
capital  stock,  or  by  the  vote  of  a  two-thirds  majority  of  the 
Board  of  Directors  at  any  regular  or  special  meeting  of  the 
Board. 

In  effect  March  4,  1907. 


60,1  lOAJ 


